To the Members Apollo Pipes Limited,
Your Directors are pleased to present the 40th Annual Report on the
business and operations of your Company along with the Standalone and Consolidated Audited
Financial Statements for the financial year ended 31st March, 2026.
financial performance:
The Company's financial performance for the year under review along
with the previous year's figures is given hereunder:
| Particulars |
Consolidated |
standalone |
|
FY 2025-26 |
FY 2024-25 |
FY 2025-26 |
FY 2024-25 |
| Revenue from operations |
110491.55 |
118163.54 |
88744.46 |
92568.77 |
| Add : Other income |
1041.71 |
526.51 |
698.05 |
479.21 |
| Total revenue |
111533.26 |
118690.06 |
89442.51 |
93047.98 |
| Operating expenses |
103842.50 |
108596.54 |
81876.26 |
84053.22 |
| Profit before Depreciation, Finance Costs and Tax Expense /
EBITDA |
7690.76 |
10093.51 |
7566.25 |
8994.77 |
| Less : Finance cost |
1042.34 |
1097.52 |
712.32 |
917.70 |
| Less : Depreciation and amortization |
5688.04 |
4453.34 |
5141.32 |
3861.16 |
| Profit before tax (PBT) |
960.38 |
4542.65 |
1712.61 |
4215.91 |
| Less : Tax expense |
494.10 |
1133.99 |
494.10 |
1133.99 |
| Profit after tax for the year (PAT) |
466.28 |
3408.66 |
1218.52 |
3081.92 |
During the financial year 2025-26, your Company reported a revenue from
operations of H88,744.46 lakh, compared to H92568.77 lakh in the previous year. The EBITDA
for the year was H7566.25 lakh compared to H8994.77 lakh in the previous year. The profit
after tax (PAT) for the year stood at H1218.52 lakh against H3081.92 lakh in FY 2024-25.
overview
India continued to remain among the fastest-growing major economies
during FY2025-26, supported by strong domestic demand and relatively stable macroeconomic
conditions despite global geopolitical tensions, trade uncertainties, and supply chain
disruptions. While global growth remained moderate, India maintained healthy economic
momentum with real GDP growth estimated at 7.7%
Economic growth during FY2025-26 was supported by rising domestic
consumption, improving rural demand, manufacturing expansion, government capital
expenditure, and continued private sector investments. Financial services, information
technology, trade, hospitality, and construction remained key contributors to economic
activity, while infrastructure spending continued to support industrial momentum.
Inflation moderated during parts of the year due to easing commodity prices, although food
inflation remained elevated in certain periods. The Reserve Bank of India maintained a
balanced monetary policy stance focused on inflation management and growth stability.
Agriculture benefited from favourable monsoon conditions and better
farm output, supporting gradual recovery in rural consumption. Industrial activity
remained supported by manufacturing growth, infrastructure development, construction
activity, and expansion in core industries. Rising electricity demand and infrastructure
activity also indicated sustained economic expansion.GST collections remained healthy
during FY2025-26, indicating improving compliance
levels, higher formalisation, and stable economic activity across
sectors. India's growth outlook for FY2026-27 remains positive, with the RBI projecting
GDP growth at 6.6%, supported by domestic demand, infrastructure investments, policy
continuity, and digitalisation initiatives. However, risks from global slowdown,
geopolitical tensions, commodity price volatility, inflationary pressures, and
export-related uncertainties may continue to influence the broader economic environment.
Continued infrastructure investments, manufacturing support initiatives, ease of doing
business measures, and development- focused government policies are expected to support
medium- term economic stability and expansion.
business performance
The fiscal year remained challenging for the PVC pipes industry due to
weak end-user demand, volatility in PVC resin prices, and continued pricing pressure
across the market. Despite these conditions, Apollo Pipes maintained focus on
strengthening its market position through distribution expansion, capacity enhancement,
and product portfolio diversification. The Company witnessed relatively stable performance
in its housing plumbing segment, supported by healthy traction in CPVC pipes, fittings,
and water tanks.
Frequent fluctuations in raw material prices and cautious channel
inventory movement impacted industry profitability during the year. The Company continued
to maintain emphasis on working capital management, operational efficiencies, and
disciplined inventory control while supporting market share
expansion initiatives. Increased focus on value-added products and
housing-oriented applications helped support business momentum across key markets.
The year also marked meaningful progress in manufacturing expansion and
regional diversification:
1. The integration of Kisan Mouldings strengthened the Company's
presence in West India and enhanced its manufacturing capabilities.
2. The Company's total installed capacity reached approximately 240,000
tonnes across manufacturing facilities.
3. The Greenfield manufacturing facility atVaranasi progressed during
the year which is expected to commence operations in FY2026-27 will strengthen the
Company's reach across Eastern India markets.
4. Brownfield expansion initiatives and capacity additions across
product categories continued to support future scale-up opportunities. Collectively, these
initiatives are expected to increase the Company's installed manufacturing capacity to
nearly 288,000 tonnes over the next two years.
Capacity utilisation across the industry remained impacted during the
year due to subdued infrastructure demand and pricing pressure. Kisan Mouldings currently
operates at nearly 40% utilisation, with the Company targeting utilisation levels of
around 70% over the next two years through product mix enhancement, distribution
expansion, and increased contribution from housing plumbing applications. Apollo Pipes
also expanded its product portfolio through new offerings such as PVC-O pipes, PLB duct
pipes, gas pipes, and uPVC window and door profiles. The Company continued to strengthen
its presence in value-added categories, particularly CPVC solutions, supported by its
strategic collaboration with Lubrizol. Supported by a network of over 1,000 channel
partners and a diversified portfolio of more than 3,000 SKUs, the Company remains focused
on improving capacity utilisation, expanding geographical reach, and strengthening its
position across housing, infrastructure, and water management segments.
prospects
India's real estate and infrastructure sectors continued to support
demand across the building products industry during FY2025-26. Residential construction
activity remained healthy, supported by easing interest rates, improving affordability,
and sustained demand across Tier 2 and Tier 3 markets. Government expenditure towards
water supply, sanitation, irrigation, and housing infrastructure also continued to support
construction activity and demand for piping solutions. The agriculture sector recorded
gradual improvement during the year, aided by favourable monsoon conditions and stable
crop output. Continued focus on irrigation infrastructure through programmes such as Jal
Jeevan Mission, PMKSY, and AMRUT 2.0 is expected to support long-term demand for water
management and agricultural piping solutions.
The PVC pipes industry continued to benefit from rising urbanisation,
increasing replacement demand, and higher adoption of organised products. However,
industry conditions during FY2025-26 remained affected by volatility in PVC resin prices,
subdued government infrastructure demand, and pricing pressure across the sector. Despite
these challenges, demand across housing plumbing, CPVC pipes, fittings, and water tanks
remained relatively stable during the year.
projects
Driven by its long-term expansion strategy, the Company continued to
invest in manufacturing capacity enhancement, product diversification, and regional
expansion during FY2025-26. As of FY2025-26, the Company has incurred capital expenditure
of approximately H125 crore towards the Varanasi Greenfield facility, Brownfield expansion
initiatives, new product line additions, and operational integration of Kisan Mouldings.
The Varanasi manufacturing facility remained on track during the year
and is expected to strengthen the Company's presence across Eastern India markets, where
Apollo Pipes currently has limited penetration. The Company also completed significant
operational integration work at the Kisan Mouldings facility, positioning the business for
higher utilisation and improved contribution from West India markets. Alongside capacity
expansion, the Company increased its focus on higher-value and housing-oriented product
categories. New product additions during the year included PLB duct pipes, DWC pipes, PE
gas pipes, PVC-O pipes, and uPVC window and door profiles, aimed at expanding
participation across infrastructure and building material applications. The strategic
partnership with Lubrizol for CPVC solutions is also expected to support product mix
improvement and institutional project participation.
The Company remains focused on scaling total installed manufacturing
capacity to nearly 288,000 tonnes over the next two years through a combination of
Greenfield and Brownfield expansion initiatives, while maintaining a disciplined capital
structure.
dividend
The Board of Directors of the Company is pleased to recommend a
dividend @7% (H0.70 per share) as final dividend on the equity shares for the financial
year 2025-26 for the approval of Members of the Company at the ensuing Annual General
Meeting. The payment of dividend will be subject to deduction of applicable taxes. The
dividend on equity shares, if approved by the Members, will amount to H308.34 lakh.
Pursuant to Regulation 43A of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 (as amended), the Company has a Dividend
Distribution Policy. During the year, there have been no changes to the policy and the
same is available on our website at www.apollopipes.com/company-
policies#investor
transfer to reserves
The Board of Directors of your Company has decided not to transfer any
amount to the Reserves for the year under review.
number of meetings of the board of directors
During the financial year 2025-26, 4 (Four) meetings of the Board of
Directors of the Company were held. for details of meetings of the Board, please refer to
the Corporate Governance Report, which forms part of this Annual Report.
Pursuant to the requirements of Schedule IV to the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a
separate Meeting of the Independent Directors of the Company was also held on 29th
January, 2026, without the presence of Non-Independent Directors and members of the
management.
internal financial control
The Company has in place adequate Internal Financial Controls within
the meaning of Section 134(5)(e) of the Companies Act, 2013 (the "Act"). For the
financial year ended March31,2026, the Board is of the opinion that the Company had sound
Internal Financial Controls commensurate with the size and nature of its operations and
are operating effectively and no reportable material weakness was observed in the system
during the year.
Based on the annual Internal Audit programme as approved by Audit
Committee of the Board, regular Internal Audits are conducted covering all offices,
factories and key areas of the business. Findings are placed before the Audit Committee,
which reviews and discusses the actions taken with the management. The Audit Committee
also reviews the effectiveness of the Company's internal controls and regularly monitors
implementation of audit recommendations.
There are existing internal policies and procedures for ensuring the
orderly and efficient conduct of business, including adherence to the Company's policies,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records and timely preparation of reliable financial
disclosures.
annual return
In accordance with the provisions of Section 134(3)(a) of the Act, the
Annual Return for the financial year 2025-26, is available on the Company's website at
https://www.apollopipes.com/ extract-of-annual-return#investor .
subsidiary companies, joint ventures and associates
The Company have one material listed subsidiary namely Kisan Mouldings
Limited in the immediately preceding accounting year and has one step-down subsidiary
namely KML Tradelinks Private Limited. However, as per SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, SEBI has made it mandatory for all listed
companies to formulate a policy for determining 'material' subsidiaries. Accordingly, a
policy on
'material' subsidiaries was formulated by the Audit Committee of the
Board of Directors and same is also posted on the website of the Company and may be
accessed at
https://www. apollopipes.com/assets/front/media/product/Policy%20for%20
determining%20Material%20Subsidiaries.pdf
The subsidiaries continue to play a key role in supporting the
Company's operations complementing Apollo Pipes' business model.
During the year under review, the Company acquired an additional 4.35%
equity stake in Kisan Mouldings Limited, thereby increasing its shareholding from 57.59%
to 61.94%. Further, there were no changes in the Company's subsidiary structure during the
year.
The Board of Directors reviewed the affairs of the subsidiary during
the year. In accordance with Section 129(3) of the Companies Act, 2013 ("Act"),
the consolidated financial statements of the Company and all its subsidiaries have been
prepared and form part of this Annual Report. Please refer to the Consolidated Financial
Statements section of the Annual Report for further details.
A report on the performance and financial position of the subsidiaries
in form AOC-1 is annexed hereto as Annexure 'A' and forms an integral part of this report.
In accordance with the provisions of Section 136 of the Companies Act,
2013, the audited financial statements and related information of the subsidiaries, where
applicable, are available for inspection during regular business hours at the company's
corporate office at A- 140, Sector 136, Noida, Uttar Pradesh-201301 and the same are also
available at our website i.e
https://www.apollopipes.com/
The Company has no associates or joint ventures.
consolidation of financial statements
The consolidated financial statements prepared as per the provisions of
Section 129 of the Companies Act, 2013 (The Act) and Schedule III of the Act, are annexed
and forms an integral part of this report.
deposits
Your Company has neither accepted nor renewed any public deposits
within the meaning of Section 73 of the Act read with Companies (Acceptance of Deposits)
Rules, 2014, and described under chapter V of Companies Act, 2013, during the financial
year under report.
The Company had no unpaid /unclaimed deposit(s) as on 31st March, 2026.
share capital
During the year under review, there was no change in the Authorized
Share Capital of the Company. As on March31,2026, the authorized capital of the Company
stands at RS. 50,00,00,000/- (Rupees Fifty Crore only) divided into 5,00,00,000 (Five
Crore) equity shares of H10/- (Rupees Ten only) each.
As on March31,2026, the issued, subscribed and paid-up share capital of
the Company stood at H44,04,82,060 (Rupees Forty- Four Crore Four Lakh Eighty-Two Thousand
and Sixty only) divided into 4,40,48,206 (Four Crore Forty Lakh Forty-Eight Thousand Two
Hundred and Six) Equity Shares of RS. 10/- (Rupees Ten Only) each.
Pursuant to the approval of the Board of Directors at its meeting held
on January 27, 2025 and the approval of the Members through Postal Ballot on February 26,
2025, and in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018, the Company had issued and allotted 20,00,000 fully
convertible warrants on a preferential basis on April 23, 2025 to a person belonging to
the NonPromoter Category.
Consequent to the said allotment, the Paid-up Equity Share Capital of
the Company on fully diluted basis shall be H46,04,82,060 (Forty Six Crore Four Lakh
Eighty Two Thousand and Sixty only) divided into 4,60,48,206 (Four Crore Sixty Lakh Forty
Eight Thousand Two Hundred and Six) equity shares of H10/- (Rupees Ten Only) each.
The Company has neither issued shares with differential voting rights
nor has issued any sweat equity shares.
material change
Except as stated below, there have been no material changes and
commitments affecting the financial position of the Company which have occurred between
the end of the financial year to which the financial statements relate and the date of
this Report.
Subsequent to the end of the financial year under review, the Company
commenced commercial production at its Greenfield manufacturing facility at Mirzapur (near
Varanasi), Uttar Pradesh on April 14, 2026. The facility is expected to enhance the
Company's manufacturing capabilities, strengthen its presence in Eastern India and support
future growth through improved operational efficiencies and expanded market reach.
directors and key managerial personnel
Change in Board of Directors
Based on the recommendation of the Nomination and Remuneration
Committee ("NRC"), the Board of Directors at its meeting held on August 07, 2025
had reappointed Mr. Arun Agarwal as Whole Time Director, designated as Joint Managing
Director, for a further period of 3 years w.e.f. April 01,2026, which was approved by the
members of the Company, vide resolution passed at the 39th Annual General Meeting held on
September 26, 2025. During the financial year ended 31st March, 2026, none of the
directors resigned from the Company.
Subsequent to the close of the financial year ended March31, 2026, the
Board of Directors, at its meeting held on May 07, 2026, has appointed Mr. Sanjay Gupta
(DIN: 00233188) as an Additional Director (Non-Executive, Non-Independent Category) with
effect from May 08, 2026 to hold office upto the date of the ensuing AGM. The Board also
appointed him as the Chairman of the Company with effect from the said date.
Further, Mr. Ashok Kumar Gupta (DlN: 01722395), resigned from the
position of Non-Executive Non Independent Director of the Company w.e.f. May 08, 2026. due
to his preoccupation in other professional commitments. The Board places on record its
appreciation and gratitude for the contributions made by him during his tenure.
Retire by Rotation
In accordance with the provisions of Section 152 of the Act and in
terms of Articles of Association of the Company, Mr. Sameer Gupta will retire at the
ensuing Annual General Meeting (AGM) and being eligible, offers himself for reappointment.
The Board of Directors recommends his re-appointment for the consideration of the members
of the Company at the ensuing AGM.
Brief profile of the Directors proposed to be appointed/re- appointed
as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Secretarial Standard - II on General meetings (SS-2)
issued by the Institute of Company Secretaries of India (ICSI), are provided in the Notice
of ensuing AGM of the Company.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act, Mr. Sameer Gupta,
Chairman & Managing Director, Mr. Arun Agarwal, Joint Managing Director, Mr. Ajay
Kumar Jain, Chief Financial Officer and Mr. Gourab Kumar Nayak, Company Secretary are the
KMPs of the Company as on March31,2026.
Declaration w.r.t. Independent Directors
All Independent Directors of the Company have given declarations that
they meet the criteria of independence as provided in Section 149(6) read with schedule IV
of the Companies Act, 2013 and also Regulation 16(1)(b) of the Listing Regulations.
Further, pursuant to the Regulation 25(8) of the Listing Regulations, Independent
Directors of the Company declared that they are not aware of any circumstances or
situation that exists or can be anticipated which could render them incapable of
performing their duties with reasonable independent judgement and without any external
influence. The Board took the same on record after undertaking assessment of its veracity.
Further, in pursuance of Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014, all Independent Directors of the Company have
duly confirmed validity of their respective registration with the Indian Institute of
Corporate Affairs (IICA) database
In the opinion of the Board all the Independent Directors are person of
integrity and having requisite expertise, skills and experience (including the
proficiency) required for their role and are independent of the management.
particulars of remuneration
Disclosure of ratio of the remuneration of each Executive Director to
the median remuneration of the employees of the Company and other requisite details
pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed to this
report as Annexure -B and forms an integral
part of this report. Further, particulars of employees pursuant to Rule
5(2) & 5(3) of the above Rules form part of this report. However, in terms of the
provisions of Section 136 of the said Act, the report and accounts are being sent to all
the members of the Company and others entitled thereto, excluding the statement of
particulars of employees as required under Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 as amended. The said information is
available for inspection at the Corporate Office of the Company during working days of the
Company up to the date of the ensuing Annual General Meeting.
auditors and auditors' report
a. Statutory Auditors
In terms of Section 139 of the Companies Act, 2013 ("the
Act"), M/s. VAPS & Co., Chartered Accountants (Firm Registration No. 003612N),
were appointed as the Statutory Auditors of the Company for a second term of five
consecutive years at the 34th Annual General Meeting ("AGM") of the Company. The
second term of M/s. VAPS & Co. has been completed upon conclusion of the last AGM of
the Company held on September 26, 2025.
Based on the recommendation of the Audit Committee and the Board of
Directors, the shareholders of the Company at the said AGM have appointed M/s. AKGVG &
Associates, Chartered Accountants (Firm Registration No. 018598N), as the Statutory
Auditors of the Company for a term of five consecutive years, to hold office from the
conclusion of the said AGM till the conclusion of the 44th AGM to be held in the year
2030.
The Statutory Auditors' Report on the Standalone and Consolidated
Financial Statements of the Company for the financial year ended March31, 2026, forms part
of this Annual report. The statutory audit report is selfexplanatory and there is no
qualification, reservation, adverse remarks or disclaimer by the statutory auditor in the
Statutory Audit Report
Company's standalone and consolidated financial statements have been
prepared in accordance with Ind AS notified under Section 133 of the Act and in terms of
Regulation 33 of the SEBI (Listing Obligation & Disclosure Requirement) Regulations,
2015.
There are no frauds reported by the Auditors under section 143(12) of
the Act.
B. Cost Auditors
In terms of Section 148 of the Act, the Company is required to get the
audit of its cost records conducted by a Cost
Accountant. In this connection, the Board of Directors of the Company
in its meeting held on 7th August, 2025 had, upon the recommendation of the Audit
Committee, approved the appointment of M/s HMVN & Associates, Cost Accountants (FRN:
000290) as the Cost Auditors of the Company for the year ended 31st March, 2026.
In accordance with the provisions of Section 148(3) of the Act read
with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable
to the Cost Auditors as recommended by the Audit Committee and approved by the Board has
to be ratified by the Members of the Company. Accordingly, appropriate resolution will
form part of the Notice convening the Annual General Meeting (AGM). The approval of the
members is sought for the proposed remuneration payable to the Cost Auditors for the
Financial Year ended March31,2027.
M/s HMVN & Associates, Cost Accountants (FRN: 000290), have vast
experience in the field of cost audit and have been conducting the audit of the cost
records of various big Companies for many years. The Cost Audit Report of the Company for
the financial year ended March31, 2026 will be filed with the Ministry of Corporate
Affairs (MCA). The Company has maintained accounts and records as specified under
sub-section (1) of 148 of the Act.
C. Secretarial Auditors
The members of the Company in the 39th Annual General Meeting held on
September 26, 2025 had appointed M/s Anjali Yadav & Associates, Company Secretaries in
Practice (FCS: 6628, COP: 7257), as Secretarial Auditor to hold office from 39th AGM till
the conclusion of the 44th AGM to be held in the financial year 2030 and conduct the
Secretarial Audit of the Company for five consecutive years starting from the financial
year ended March31,2026.
The report given by them for the said financial year in the prescribed
format is annexed to this report as Annexure-C and forms an integral part of this report.
The Secretarial Audit Report is self-explanatory and does not contain any qualification,
reservation or adverse remark etc.
related party transactions
During the financial year ended March31,2026, all the contracts or
arrangements or transactions entered into by the Company with the related parties were in
the ordinary course of business and on 'arm's length' basis and were in compliance with
the applicable provisions of the Act read with Regulation 23 of SEBI (Listing Obligation
and Disclosure Requirement) Regulations, 2015 (Listing Regulations).
In accordance with the provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, following material related party transactions
are placed before the members for approval at the ensuing Annual General Meeting (AGM), by
means of ordinary resolution. These transactions are proposed to be entered with the
Subsidiary of the Company, Kisan Mouldings Limited at arm's length basis and are in
ordinary course of business.
| S.No. |
Aggregate estimated maximum value of the
Contract/ arrangement/ transaction (J in Crore) |
Nature and material terms of contract/
arrangement/ transaction |
| 1 |
75.00 |
Sale of raw materials, Consumables, finished goods and
capital equipments/assets etc. |
| 2 |
30.00 |
Purchase of goods (Pipes & Fittings, Tubes &
structures etc.) |
| 3 |
200.00 |
Transactions relating to Granting/providing of loan,
guarantee, surety, indemnity, or comfort letter in connection with business operations. |
| 4 |
0.12 |
Payment of rent for use of Premises |
| 5 |
0.12 |
Receipt of rent for leasing of Premises |
Further, the Company has not entered into any contract or arrangement
or transaction with the related parties which were not on 'arm's length' basis or which
could be considered material in accordance with the policy of the Company on materiality
of related party transactions. In view of the above, it is not required to provide the
specific disclosure of related party transactions in form AOC-2.
Your Directors draw the attention of the Members to note no. 37 of the
Financial Statement which sets out related party disclosures.
employee stock option scheme (esos)
The Company, under the Apollo Pipes Limited Employee Stock Option
Scheme - 2020 ("the Scheme"), approved by the Shareholders vide Postal Ballot on
April 21, 2020, grants share-based benefits to eligible employees of the Company with a
view to attracting and retaining the best talent, encouraging employees to align
individual performances with Company's objectives, and promoting increased participation
by them in the growth of the Company. The total number of equity shares to be allotted
pursuant to the exercise of the stock incentives under the Scheme to the employees of the
Company shall not exceed 4,00,000 equity shares.
The following disclosures is being made under Rule 12 of the Companies
(Share Capital and Debentures) Rules, 2014 and Regulation 14 of the Securities and
Exchange Board of India (Share Based Employee Benefits And Sweat Equity) Regulations, 2021
as on March31, 2026 and the said disclosure is also available on the website of the
Company at www.apollopipes.com :
| S. No. Particulars (During the financial year ended
March31,2026) |
Apollo Pipes Limited Employee Stock Option
Scheme - 2020 |
| 1 Date of shareholders' approval |
April 21,2020 |
| 2 Total number of options approved under ESOS |
4,00,000 |
| 3 Vesting requirements |
Options granted would vest not less than 1 year and not more
than 4 years from the date of employment of the relevant employee. |
| 4 Exercise price or pricing formula |
The Exercise price is pre-determined at H166 per option. |
| 5 Maximum term of options granted |
5 years (4 years for vesting and 1 year for exercise) |
| 6 Source of shares |
Secondary |
| 7 Variation in terms of options |
No Variation during FY 2025-26 |
| 8 Method used to account for ESOS |
Black Scholes Methodology |
| 9 Where the company opts for expensing of the options using
the intrinsic value of the options, the difference between the employee compensation cost
so computed and the employee compensation cost that shall have been recognized if it had
used the fair value of the options shall be disclosed. The impact of this difference on
profits and on EPS of the company shall also be disclosed. |
NA |
| 10 Option movement during the year: |
|
| Number of options outstanding at the beginning of the period |
1,42,350 |
| Number of options granted during the year |
0 |
| Number of options lapsed during the year |
14,700 |
| Number of options vested during the year |
32,775 |
| Number of options exercised during the year |
13,500 |
| Number of shares arising as a result of exercise of options |
13,500 |
| Money realized by exercise of options (INR), if scheme is
implemented directly by the company |
Refer note below* |
| Loan repaid by the Trust during the year from exercise price
received |
28,38,600 |
| Number of options outstanding at the end of the year |
1,28,850 |
| Number of options exercisable at the end of the year |
1,28,850 |
| 11 Weighted-average exercise prices and weighted-average fair
values of options shall be disclosed separately for options whose exercise price either
equals or exceeds or is less than the market price of the stock. |
Exercise Price pre determined is H166 per option Fair Value
per option cost is RS. 268.96/- |
| 12 Employee wise details of options granted to - Senior
managerial personnel as defined under Regulation 16(d) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; |
No option was granted during the year. |
| Any other employee who receives a grant in any one year of
option amounting to 5% or more of option granted during that year; and |
None |
| Identified employees who were granted option, during any one
year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and
conversions) of the company at the time of grant. |
None |
| 13 A description of the method and significant assumptions
used during the year to estimate the fair value of options including the following
information: |
|
| (a) the weighted-average values of share price, exercise
price, expected volatility, expected option life, expected dividends, the risk-free
interest rate and any other inputs to the model. |
Exercise Price is INR 166/- per share Expected Volatility in
the range of 35.45% to 63.36% Expected Option Life is 3 Years to 4.50 Years Expected
Dividend Yield is 0.09% |
| (b) the method used, and the assumptions made to incorporate
the effects of expected early exercise. |
Risk Free Rate in the range of 6.34% to 6.35% NA |
| (c) how expected volatility was determined, including an
explanation of the extent to which expected volatility was based on historical volatility;
and |
The volatility has been determined as the annualized standard
deviation of the continuously compounded rate of return of the stock over a period. The
Expected volatility has been based on the historical volatility for a period that
approximates the expected life of options being valued. |
| (d) whether and how any other features of the options granted
were incorporated into the measurement of fair value, such as a market condition. |
NA |
Note: Total amount realized by exercise of options is RS. 28,38,600.
Note: All figures are mentioned after taking impact of Bonus Issue of
shares.
The Certificate from the Secretarial Auditors of the Company certifying
that the scheme is being implemented in accordance with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Members,
would be placed at the Annual General Meeting for inspection by Members.
directors' responsibility statement
Pursuant to provisions of Section 134 sub-section 3(c) and subsection 5
of the Act, your Directors to the best of their knowledge hereby state and confirm that:
a. In the preparation of the annual accounts for the year ended
March31,2026, the applicable accounting standards have been followed along with proper
explanations relating to material departures.
b. Such accounting policies have been selected and applied consistently
and judgments and estimates have been made
that are reasonable and prudent to give a true and fair view of the
Company's state of affairs as at March31,2026 and of the Company's profit for the year
ended on that date.
c. Proper and sufficient care has been taken for the maintenance of
adequate accounting records, in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
d. The annual financial statements have been prepared on a going
concern basis.
e. The internal financial controls were laid down to be followed that
and such internal financial controls were adequate and were operating effectively.
f. Proper systems were devised to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
corporate social responsibility (csr)
In line with the provisions of Section 135, Schedule VII of the Act,
the Company has framed its Corporate Social Responsibility (CSR) policy for development of
programmes and projects for the benefit of weaker sections of the society and the same has
been approved by Corporate Social Responsibility Committee (CSR Committee) and the Board
of Directors of the Company. The CSR policy of the Company provides a road map for its CSR
activities.
During the year under review, the Company has made contribution of RS.
52.02 Lakhs as CSR expenditure for various CSR purposes and has transferred H40 Lakhs to
the unspent CSR account of the Company on 15.04.2026 pertaining to ongoing projects in
compliance to the provisions of the act relating to CSR.
The Annual Report on CSR activities containing all the requisite
details (including brief of CSR Policy, CSR Committee as well as expenditure details) is
annexed herewith as Annexure-D and forms an integral part of this report.
The CSR Policy has been uploaded on the Company's website and may be
accessed at the link:
https://www.apollopipes.
com/assets/front/media/product/244084920
CSR Policy of Apollo
Pipes Limited.pdf
During the year under review, no change has been made in the CSR
Policy.
particulars of loans, guarantees or investments under section 186
In terms of Section 186 of the Act and rules framed thereunder, details
of Loans (including purpose thereof), Guarantees given, and Investments made have been
disclosed in the Notes to the financial statements for the year ended March31, 2026.
energy conservation, technology absorption and foreign exchange
earnings and outgo:
The company is committed to achieve the highest standards of
environmental excellence by adopting environmentally sustainable and effective operating
systems and processes.
Information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of
the Act read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014, is furnished as
Annexure-E and forms an integral part of this report.
corporate governance
Your Company reaffirms its commitment to the highest standards of
corporate governance practices as specified in Regulations 17 to 27 and clauses (b) to (i)
and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V and
Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Corporate Governance Report (Annexure-F) along with compliance certificate dated
May 07,
2026 obtained from M/s. Anjali Yadav & Associates, Practicing
Company Secretaries which are annexed herewith and forms an integral part of this report.
The Corporate Governance Report which forms part of this report,
inter-alia, also covers the following:
a) Particulars of the Board Meetings held during the financial year
under review.
b) Policy on Nomination and Remuneration of Directors, Key Managerial
Personnel and Senior Management including, inter alia, the criteria for performance
evaluation of Directors.
c) The manner in which a formal annual evaluation has been made by the
Board of its own performance and that of its Committees and individual Directors.
d) The details with respect to composition of Audit Committee and
establishment of Vigil Mechanism.
e) Details regarding Risk Management.
management discussion and analysis report
As per the requirement of Regulation 34(2)(e) and Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed
Management Discussion and Analysis Report forms part of the Annual Report of the Company.
business responsibility and sustainability report
Business Responsibility and Sustainability Report for the year under
review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 and as per SEBI Circulars, is presented in a separate
section forming an integral part of the Annual Report.
compliance with secretarial standards on board and annual general
meetings
During the period under review, the Company has duly complied with the
applicable provisions of the Secretarial Standards issued by the Institute of Company
Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings
(SS-2).
disclosure as per sexual harassment of women at workplace (prevention,
prohibition and redressal) act, 2013
The Company has complied with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has zero
tolerance for sexual harassment at the workplace and has adopted policy on Prevention of
Sexual Harassment at the Workplace in line with the provisions of the said Act with the
objective of providing a safe working environment, where employees feel secure. An
Internal Complaints Committee has also been set up to redress complaints received
regarding Sexual Harassment.
Following complaints of sexual harassment were received during the
financial year 2025-26.
| Particulars |
No. of Complaints/ cases |
| (a) number of complaints of sexual harassment received in the
year; |
Nil |
| (b) number of complaints disposed off during the year; and |
Nil |
| (c) number of cases pending for more than ninety days. |
Nil |
Disclosures in relation to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 have been provided in the Report on
Corporate Governance.
other disclosures and reporting
Your Directors states that no disclosure or reporting is required with
respect to the following items as there were no transactions on these items during the
year under review:
1. Change in the nature of business of the Company.
2. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme save and except ESOS referred to in this report.
3. Any remuneration or commission received by Chairman & Managing
Director of the Company, from its subsidiary.
4. Significant or material orders passed by the regulators or courts or
tribunal which impacts the going concern status and company's operations in future.
5. Material changes and commitments, if any, affecting the financial
position of the company which have
occurred between the end of the financial year of the company to which
the financial statements relate and the date of the report.
6. The details of application made or any proceeding pending under
Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end
of the financial year.
7. The details of difference between amount of the valuation done at
the time of one time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof.
8. The Company has complied with the provisions of Maternity Benefit
Act 1961.
During the reporting year, all the recommendations of the Audit
Committee were accepted by the Board of Directors.
appreciation
The Directors thank the Company's employees, customers, vendors,
investors and academic partners for their continuous support. The Directors also thank the
Government of India and concerned Government departments and agencies for their
co-operation.
The Directors appreciate and value the contribution made by every
member of the Apollo Pipes family.
